**THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIESACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BETRANSFERRED, SOLD OR OFFERED FOR SALE EXCEPT PURSUANT TO AN EFFECTIVEREGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLESTATE SECURITIES LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLYSATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.**

**VOID AFTER 5:00 P.M., HOUSTON, TEXAS TIME, ON THEEXPIRATION DATE.**

|   | **Warrant to Purchase**           |
|--------|-----------------------------------|
|   | **293,412Shares of Common Stock** |

**WARRANT TO PURCHASE COMMON STOCK**

** OF**

** NEXTGEN COMMUNICATIONS CORPORATION**

________________________________________________

            Thiscertifies that, for value received, Jane C. Barber, a resident of the State ofCalifornia, or her registered assigns ("Warrantholder"), is entitled topurchase from Nextgen Communications Corp., a Delaware corporation (the"Company"), subject to the terms set forth below, at any time prior to theExpiration Date, after which time this Warrant shall become void, 293,412Warrant Shares at the Warrant Price.  TheWarrant Price and the number of Warrant Shares purchasable hereunder aresubject to adjustment from time to time as provided herein.

**ARTICLE I**

**DEFINED TERMS**

            Section1.1.  **Definition of Terms**. As used in this Warrant, the following capitalized terms shall have thefollowing respective meanings:

            (a)        "Business Day" shall mean a day otherthan a Saturday, Sunday or other day on which banks in the State of Illinoisare authorized by law to remain closed.

            (b)        "Common Stock" shall mean the CommonStock, $.001 par value per share, of the Company.

 

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            (c)        "Expiration Date" shall mean the fifthyear anniversary of the date of this Warrant, or if such day is not a BusinessDay, the next succeeding day which is a Business Day.

            (d)        "Person" shall mean any individual,corporation, association, company, business trust, partnership, limitedliability company, joint venture, joint-stock company, trust, unincorporatedorganization, association or any other entity or government or any agency orpolitical subdivision thereof.

             (e)        "Related Person" of any Person means anyother Person directly or indirectly owning (A) 5% or more of the outstandingcommon stock of such Person (or, in the case of a Person that is not acorporation, 5% or more of the equity interest in such Person) or (B) 5% ormore of the combined voting power of the voting capital stock of such Person.

             (f)         "Securities Act" shall mean theSecurities Act of 1933, as amended.

             (g)        "Warrant Price" shall mean $ .01 pershare.

             (h)        "Warrant Shares" shall mean the sharesof Common Stock purchasable upon surrender of the Warrant.

**ARTICLE II**

**DURATION AND SURRENDER OF WARRANT**

            Section2.1.      **Surrender of Warrant**. The Warrantholder may surrender this Warrant, in whole or in part, bypresentation and surrender of this Warrant at the address of the Company setforth in Section 4.6 hereof or at such other address as the Company maydesignate by notice in writing to the Warrantholder with the Subscription Formannexed hereto duly executed accompanied by payment of the Warrant Price foreach Warrant Share purchased.  Uponreceipt thereof, the Company shall cause to be issued certificates for theWarrant Shares so purchased in such denominations as are requested for deliveryto the Warrantholder. Such certificates shall be delivered as promptly aspracticable to the Warrantholder. Upon any partial surrender of this Warrant,the Company shall execute and deliver a new Warrant of like tenor and date forthe balance of the Warrant Shares purchasable hereunder.  Upon surrender, the Warrantholder shall bedeemed to be the holder of record of shares of Common Stock issuable upon suchsurrender, notwithstanding that the stock transfer books of the Company shallthen be closed or that certificates representing such shares of Common Stockshall not then be actually delivered to the Warrantholder.  If at the time this Warrant is surrendered, aregistration statement is not in effect to register under the Securities Actthe Warrant Shares issuable upon surrender of this Warrant, the Company mayrequire the Warrantholder to make such representations, and may place suchlegends on certificates representing the Warrant Shares, as may be reasonablyrequired to permit the Warrant Shares to be issued without suchregistration.  The Company shall pay anyand all stock issuance and similar taxes which may be payable in respect of theissue of the Warrant or in respect of the issue of any of the Warrant Shares.

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            Section2.2.      **Reservation of Shares**. The Company hereby agrees that at all times there shall be reserved forissuance and delivery upon surrender of this Warrant such number of shares ofCommon Stock or other shares of capital stock of the Company as may be fromtime to time issuable upon surrender of this Warrant.  All such shares shall be duly authorized, andwhen issued upon such surrender, shall be validly issued, fully paid andnonassessable, free and clear of all liens, security interests, charges andother encumbrances or restrictions, other than those restrictions imposed bythe Securities Act of 1933, and free and clear of all preemptive and similarrights.

            Section2.3.      **Fractional Shares**. The Company shall not be required to issue any fraction of a share ofits Common Stock in connection with the surrender of this Warrant, and in anycase where the Warrantholder would, except for the provisions of this Section2.3, be entitled under the terms of this Warrant to receive a fraction of ashare upon the surrender of this Warrant, the Company shall, upon the surrenderof this Warrant and receipt of the Warrant Price (as adjusted to cover thebalance of the share), issue the larger number of whole shares purchasable uponsurrender of this Warrant, but in no event shall the Company issue more thansuch number of shares of Common Stock as are issuable pursuant to the surrenderof this Warrant.  The Company shall notbe required to make any cash payment in respect of such fraction of a share towhich the Warrantholder would otherwise be entitled.

            Section2.4.      **Payment for Warrant Shares**. Payment of the aggregate Warrant Price for Warrant Shares to bepurchased upon surrender of all or a portion of this Warrant shall be made infull by delivery to the Company, at its address set forth in Section 4.6 hereofor at such other address as the Company may designate by notice in writing tothe Warrantholder, of a certified or bank cashier's check or by wire transferof immediately available funds to an account in the United States designated bythe Company, or by cashless exercise, in which case the Company shall reducethe Warrant Shares by the such number of shares having a fair market valueequivalent to the aggregate Warrant Price (the Warrant Price times the totalnumber of Warrant Shares), as determined by the Board of Directors of theCompany on the date of exercise.

**ARTICLE III**

A**DJUSTMENT OF WARRANT PRICE OR WARRANT SHARES**

             Section3.1.      **Adjustment of Warrant Price**. In case the Company shall at any time after the date hereof subdivide orcombine the outstanding shares of Common Stock, the Warrant Price in effectshall forthwith be proportionately decreased in the case of the subdivision orproportionately increased in the case of combination to the nearest one cent.  Any such adjustment shall become effective atthe close of business on the date that such subdivision or combination shallbecome effective.

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            Section3.2.      **Adjustment of Warrant Shares**.  In the event of an adjustment of the WarrantPrice, the number of shares of Common Stock (or reclassified or recapitalizedstock) issuable upon surrender of this Warrant after such adjustment shall beequal to the number determined by multiplying the number of shares of CommonStock issuable upon surrender of this Warrant immediately prior to suchadjustment by a fraction, of which the numerator is the Warrant Price in effectimmediately prior to such adjustments, and the denominator is the Warrant Pricein effect immediately after such adjustment.

            Section3.3.      **Dividends and Distributions**. In the event that the Company shall at any time after the date hereofpay any dividend (other than in shares of Common Stock) on, or make anydistribution of its assets upon or with respect to, the Common Stock, or in theevent that the Company shall offer options or rights to subscribe for shares ofCommon Stock, to all of its holders of Common Stock, then on the record datefor such payment, distribution or offer or, in the absence of a record date, onthe date of such payment, distribution or offer, the Warrantholder shallreceive what the Warrantholder would have received had it surrendered thisWarrant in full immediately prior to the record date of such payment,distribution or offer or, in the absence of a record date, immediately prior tothe date of such payment, distribution or offer.

            Section3.4.      **Mergers, Consolidations, Reclassifications**.  In the case of any reorganization orreclassification of the outstanding shares of Common Stock (other than a changein par value, or from par value to no par value, or from no par value to parvalue, or as a result of a subdivision or combination) or in the case of anyconsolidation of the Company into, or merger of the Company with anothercorporation in which it is not the surviving entity (or it is the survivingentity, but its shares of Common Stock become shares of another corporation),or in the case of any sale, lease or conveyance of all, or substantially all,of the property, assets, business and goodwill of the Company as an entirety,the Warrantholder shall thereafter have the right upon surrender of thisWarrant to receive the kind and amount of shares of stock and other securities,cash and property receivable upon such reorganization, reclassification,consolidation, merger or disposition by a holder of the number of shares ofCommon Stock which the Warrantholder would have received had it surrenderedthis Warrant immediately prior to such reorganization, reclassification,consolidation, merger or disposition, at a price equal to the aggregate WarrantPrice then in effect for exercising this Warrant in full (the kind, amount andprice of such stock and other securities to be subject to adjustment as hereinprovided).  The foregoing provisions ofthis Section 3.4 shall similarly apply to successive reorganizations,reclassifications, consolidations, mergers and dispositions.

           Section3.5.      **Notice of Adjustment**. Whenever the Warrant Price or the number of Warrant Shares shall beadjusted pursuant to the provisions hereof, the Company shall prepare anddeliver forthwith to the Warrantholder a certificate signed by the ChiefExecutive Officer, setting forth the adjusted number of Warrant Sharespurchasable upon the surrender of this Warrant and the Warrant Price calculatedto the nearest cent and setting forth in reasonable detail the method ofcalculation and the facts requiring such adjustment and upon which suchcalculation is based.

 

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            Section3.6.      **Notice of Certain Corporate Action**.  In case at any time:

                        (a)        the Company shall make any distributionsto the holders of Common Stock; or

                        (b)        the Company shall authorize the grantingto all holders of its Common Stock of rights to subscribe for or purchase anyshares of stock of any class or of any other rights; or

                        (c)        there shall be any reclassification ofthe capital stock of the Company; or

                        (d)        there shall be any capitalreorganization by the Company; or

                        (e)        there shall be any (i) consolidation ormerger involving the Company or (ii) sale, transfer or other disposition of allor substantially all of the Company's property, assets or business (except amerger or other reorganization in which the Company shall be the survivingcorporation and its shares of capital stock shall continue to be outstandingand unchanged and except a consolidation, merger, sale, transfer or otherdisposition involving a wholly-owned subsidiary); or

                        (f)         there shall be a voluntary orinvoluntary dissolution, liquidation or winding-up of the Company or anypartial liquidation of the Company or distribution to holders of Common Stock;then, in each of such cases, the Company shall give written notice to theWarrantholder of the date on which (i) the books of the Company shall close ora record shall be taken for such dividend, distribution or subscription rightsor (ii) such reorganization, reclassification, consolidation, merger,disposition, dissolution, liquidation or winding-up, as the case may be, shalltake place.  Such notice also shallspecify the date as of which the holders of Common Stock of record shallparticipate in such dividend, distribution or subscription rights, or shall beentitled to exchange their certificates for Common Stock for securities orother property deliverable upon such reorganization, reclassification,consolidation, merger, disposition, dissolution, liquidation or winding-up, asthe case may be.  Such notice shall begiven at least twenty (20) days prior to the action in question and not lessthan twenty (20) days prior to the record date or the date on which theCompany's transfer books are closed in respect thereto.

            3.7.      **Formof Warrant after Adjustments**. The form of this Warrant need not be changed because of any adjustmentsin the Warrant Price or the number or kind of the Warrant Shares.

 

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**ARTICLE IV**

**MISCELLANEOUS**

            Section4.1.      **Successors and Assigns**. The terms of this Warrant shall be binding upon, inure to the benefit ofand be enforceable by and against any successors or assigns of the Company andof the Warrantholder; provided, however, that the Company may not assign itsrights or obligations hereunder, except in the case of a consolidation ormerger in which the Company is not the surviving entity.

           Section4.2.      **Rights as Stockholder**. Except as provided herein, the Warrantholder, as such, shall not be entitledto vote or be deemed to be a stockholder of the Company for any purpose, norshall anything contained in this Warrant be construed to confer upon theWarrantholder, as such, any rights of a stockholder of the Company or any rightto vote, give or withhold consent to any corporate action or receive notice ofmeetings.

         Section 4.3.    **Acceptance by Warrantholder**. Receipt of this Warrant by the Warrantholder shall constitute acceptanceof an agreement to the foregoing terms and conditions.

           Section4.4.      **Governing Law**.  ThisWarrant and the rights of the parties hereunder shall be governed in allrespects by the laws of the State of Delaware, without giving effect to theprovisions thereof relating to conflicts of law.

           Section 4.5.  **     Severability**.  In caseany provision of this Warrant shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

           Section4.6.      **Notices**.  Any noticesor certificates by the Company to the Warrantholder and by the Warrantholder tothe Company shall be deemed delivered if in writing and delivered in person orby registered mail (return receipt requested) to the Warrantholder, at itsaddress as provided to the Company, and if to the Company, at 11850 Jones RdHouston, TX 77070, Attention: Chief Financial Officer.  The Company may change its address withoutwritten notice to the Warrantholder.

 

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                **IN WITNESS WHEREOF**, this Warrant has been duly executed by theCompany under its corporate seal as of the 15th day of November 2002.

** **

|   | **NEXTGEN COMMUNICATIONS    CORPORATION**                     |
|--------|---------------------------------------------------------------|
|   | ** **                                                    |
|   | ** **                                                    |
|   | By:       /s/ FRANK J. FRADELLA |
|   | Name:  Frank J. Fradella                                 |
|   | Title:     Chief Executive Officer        |

 

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**SUBSCRIPTION FORM**

(To be Executed bythe Registered Holder upon Surrender of the Warrant)

TO:      **   NEXTGEN COMMUNICATIONSCORPORATION**

            Theundersigned hereby elects to surrender the right to purchase ____________shares of Common Stock represented by the attached Warrant, as providedtherein, and tenders herewith payment of the purchase price in full in theamount of $______________.

            Pleaseissue a certificate or certificates for such Common Stock in the name of:

|   | Name:__________________________________    |
|--------|--------------------------------------------|
|   |  (Pleaseprint name and address)       |
|   |                                       |
|        |                                       |
|   |                                       |
|   | Signature:________________________________ |

And if said number of sharesshall not be all the shares purchasable under the attached Warrant, a newWarrant is to be issued in the name of said undersigned for the balanceremaining of the shares purchasable thereunder.

 

 

 

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